UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2003
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30275 23-3057155
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 557-7488
N/A
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
Frank A. Martin, Chairman and CEO of I-trax, Inc., intends to disclose
at a meeting with broker-dealers and investment bankers on August 15, 2003 that
I-trax management is currently projecting calendar 2003 revenue of approximately
$7 to $8 million and a net loss of approximately $4.4 to $4.9 million. In
addition, Mr. Martin intends to disclose that I-trax management is projecting
calendar 2004 revenue of approximately $12 to 14 million with earnings before
interest, taxes, depreciation and amortization (EBITDA) of approximately $2.4 to
2.8 million and net income of approximately $300,000 to $500,000. Further,
management expects calendar 2005 revenue of approximately $16 to $20 million
with EBITDA of $4 to $5 million and net income of $2.5 to 3.2 million. In the
same meeting, Mr. Martin also intends to disclose that management expects the
projected year-over-year growth in revenue to be generated from its current
pipeline without including any potential major transactions or possible
acquisitions.
Safe Harbor Statement: This Current Report on Form 8-K contains
forward-looking statements that are based upon current expectations and involve
a number of risks and uncertainties. In order for I-trax to utilize the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995,
investors are cautioned that these statements may be affected by the important
factors, among others, set forth below, and consequently, actual operations and
results may differ materially from those expressed in these forward-looking
statements. The important factors include: I-trax's ability to execute new
contracts for disease management services, population health management services
and technology solutions; the risks associated with a significant concentration
of I-trax's revenues with a limited number of customers; I-trax's ability to
effectively improve its technology and service solutions; I-trax's ability to
renew and maintain contracts with its current customers under existing terms;
I-trax's ability to execute on its business plan; I-trax's ability to obtain
adequate financing to provide the capital that may be needed to support the
growth of its business; acceptance of I-trax's solutions by the marketplace; and
general economic conditions. I-trax undertakes no obligation to update or revise
any such forward-looking statements. These and other risks pertaining to I-trax
are described in greater detail in I-trax's periodic filings with the Securities
and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
I-TRAX, INC.
Date: August 15, 2003 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer